EXECUTION COPY
VOTING AGREEMENT
THIS VOTING AGREEMENT
(“ Agreement ”)
is made and entered into as of the __ day of September, 2005, by
and between Syntellect Inc., a Delaware corporation ( “
Syntellect ”), and each of the shareholders listed on
the signature page hereof (each, a “ Shareholder
”).
WHEREAS , each Shareholder beneficially owns the number
of common shares, par value $.01 per share, of the Company set
forth opposite its name on the signature page to this Agreement
(the “ Subject Shares ”); and
WHEREAS , as an inducement to Syntellect entering into
an Agreement and Plan of Merger (the “ Merger
Agreement ”) with Apropos Technology, Inc., an Illinois
corporation (“ Apropos ”), pursuant to which
Syntellect will acquire 100% of the issued and outstanding shares
of common stock of Apropos for $2.76 per share (the “
Merger ”), each of Valor Capital Management, L.P.,
ARCH Venture Fund II, L.P., ARCH II Parallel Fund, L.P. and ARCH
Venture Fund III, L.P. is entering into a voting agreement on
similar terms to this Agreement.
NOW, THEREFORE
, in consideration of the premises
and promises contained herein, the parties agree as set forth
below.
1. Agreement to Vote .
Subject to Section 3 hereof, and without in any way limiting
each Shareholder’s right to vote its Subject Shares in its
sole discretion on any other matters that may be submitted to a
Shareholder vote, consent or other approval (including by written
consent), each Shareholder agrees to, and shall, vote (or cause to
be voted) its Subject Shares (a) in favor of the approval of the
Merger Agreement and the Merger and (b) against any transaction or
other corporate action that would in any manner delay, impede,
frustrate, prevent or nullify the Merger (each, an “
Alternative Transaction ”).
2. Treatment of Subject
Shares . Except as otherwise provided herein, no Shareholder
shall directly or indirectly (a) grant any proxies or powers of
attorney with respect to its Subject Shares or enter into any other
voting or other similar arrangement with respect to its Subject
Shares, (b) sell, assign, transfer, encumber or otherwise dispose
of its Subject Shares or enter into any contract or other
understanding or arrangement with respect thereto (other than with
or to Syntellect) or
